CTR056208_Contract_Documents.pdf

TO THE STATE OF ARIZONA:

OFFER AND ACCEPTANCE

BPM003604

TRIPLOID RAINBOW TROUT EGGS

OFFER

Arizona Game and Fish Department Purchasing Office

5000 West Carefree Highway Phoenix, Arizona 85086

Pa e 3 of9

The Undersigned hereby offers and agrees to furnish the material, service or construction in compliance with all terms, conditions, specifications and amendments in the Solicitation and any written exceptions in the offer.

TROUTLODGE, INC Melissa Brestler Company Name Signature of Person Authorized to Sign Offer

PO BOX 1290 MELISSA BRESLER

Address Printed Name

SUMNER WA

City State

98390 Zip

Office Admin/Domestic Sales & Logistics Associate Title

MELISSA.BRESLER@HENDRIX-GENETICS.COM

Contact Email Address

By signature in the Offer section above, the Offeror certifies:

Phone: 253-863-0446

Fax: 253-863-4 715

1. The Offeror shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, State Executive Order 2009-9 or A.R.S. §§ 41-1461 through 1465.

2. The Offerer has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause shall result in rejection of the offer. Signing the offer with a false statement shall void the offer, any resulting contract and may be subject to legal remedies provided by law.

3. The Offerer certifies compliance with A.R.S.§41-3532 when offering electronics or information technology products, services or maintenance.

4. The Offeror is not debarred from, or otherwise prohibited from participating in any contract awarded by any federal, state or local overnment.

ACCEPTANCE OF OFFER

The Offer is hereby accepted.

The Contractor is now bound to sell the materials or services listed by the attached contract and based upon the solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor's Offer as accepted by the State.

_ This Contract shall henceforth be referred to as Contract No. C T R 0 5 6 2 0 8 The effective date of the Contract is A u g u s t 12, 2021 The Contractor is cautioned not to commence any billable work or to provide any material or service under this contract until Contractor receives purchase order, contact release document or Procurement's written notice to proceed.

BPM003604

Required Forms Updated 01-14-2020

State of Arizona Awarded this day of _ _ _ _ _ _ _ _ _ _

Kristen Micurescu, CPPB, as Branch Chief and not personally

20 21 as ABC for:

14th July

THE STATE OF ARIZONA

GAME AND FISH DEPARTMENT

5000 W. CAREFREE HIGHWAY

Phoenix, AZ 85086-5000

(602) 942-3000 •WWW.AZGFD.GOV

INVITATION FOR BID

REQUEST FOR QUOTE NO: BPM003604 BID DUE DATE: June 23, 2021 by 3:00 P.M. MST.

LOCATION: Arizona Game and Fish Department Purchasing Office 5000 West Carefree Highway Phoenix, Arizona 85086

In accordance with A.R.S. § 41-2533, competitive sealed bids for the materials and services specified will be received by the Arizona Game and Fish Department (AGFD) online in the State of Arizona’s online procurement system, Arizona Procurement Portal: https://app.az.gov .

Bids received in Arizona Procurement Portal by the due date and time will be opened. The name of each Offeror and their un-evaluated pricing will be publicly available. Bids are to be submitted in the State’s Arizona Procurement Portal system prior to the date and time indicated. The due date and time are indicated in Arizona Procurement Portal as the Bid Opening Date. Late bids will not be considered. Bids submitted outside of the Arizona Procurement Portal system will be rejected.

BIDDERS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION.

Branch: WILDLIFE MANAGEMENT AQUATICS

Material and / or Service: TRIPLOID RAINBOW TROUT EGGS

Contract Type: FIXED PRICE

Contract Term: ONE YEAR EXTENDABLE

NOTE: A PRE-BID CONFERENCE WILL NOT BE HELD FOR THIS SOLICITATION.

Procurement contact:

Donna Bailloux Phone: 623-236-7449 Email: dbailloux@azgfd.gov June 3, 2021 https://app.az.gov/

TABLE OF CONTENTS

Arizona Game and Fish Department

Purchasing Office 5000 West Carefree Highway

Phoenix, Arizona 85086

SOLICITATION NO. BPM003604

1. PURPOSE

2. SPECIFICATIONS

3. DELIVERY, INSPECTION AND ACCEPTANCE

4. LOCATIONS

5. CERTIFICATION

6. REQUIRED INFORMATION

7. INDEMNIFICATION AND INSURANCE

8. DEFINITION OF KEY WORDS USED IN THE RFQ

FORMAL SOLICITATION SPECIAL TERMS AND CONDITIONS

UNIFORM TERMS AND CONDITIONS

EXHIBIT I

Additional documents located in the “Attachments” tab of Arizona Procurement Portal (APP) are incorporated herein by reference.

SPECIFICATIONS Arizona Game and Fish Department Purchasing Office

5000 West Carefree Highway Phoenix, Arizona 85086

1. PURPOSE

The purpose of this Invitation for Bid (IFB) is to obtain Triploid Rainbow Trout Eggs for the Arizona Game and Fish Department (AGFD) in accordance with the Solicitation. Triploid (Sterile 3N) eggs will be required for all rainbow trout egg orders under this contract.

2. SPECIFICATIONS

The Triploid rainbow trout eggs shall be created using acceptable industry standards such as thermal shock and/or pressure chambers live fish and eggs, fertilized eggs, and milt imported into the state must be certified free of the following diseases and causative agents when applicable to the species involved.

The certification shall be based on laboratory testing of all lots of fish present on the hatchery within the 12 months preceding the shipment. The inspection shall be conducted by a fish health inspector or a fish pathologist certified by the American Fisheries Society. A copy of the certification shall accompany each shipment.

2.1. Live fish and eggs, fertilized eggs and milt:

2.1.1. Causative agent: Egtved virus. Disease: VHS, viral hemorrhagic septicemia of salmonids.

2.1.2. Causative agent: infectious hematopoietic necrosis virus. Disease: IHN, infectious hematopoietic necrosis of salmonids.

2.1.3. Causative agent: infectious pancreatic necrosis virus. Disease: IPN, infectious pancreatic necrosis of salmonids.

2.1.4. Causative agent: Renibacterium salmoniarum. Disease: BKD, bacterial kidney disease of Salmonids.

2.2. May 6, 2006 changes to R12-4-410 were effective. Please reference Attachment I to view the revised document.

2.2.1. The list of specific pathogens that would accompany the new rule as applied to this solicitation are:

2.2.1.1. Whirling Disease (Myxobolus Cerebralis), fish,

2.2.1.2. Viral Hemorrhagic Septicemia (VHS), fish and eggs,

2.2.1.3. Infectious Hematopoietic Necrosis (IHN), fish and eggs,

2.2.1.4. Infectious Pancreatic Necrosis (IPN), fish and eggs,

2.2.1.5. Ceratomyxosis (Ceratomyxa Shasta), fish

2.2.1.6. Bacterial Kidney Disease (BKD), fish and eggs,

2.2.1.7. Furnunculosis, fish.

3. DELIVERY, INSPECTION AND ACCEPTANCE

Delivery of triploid rainbow trout eyed eggs shall be F.O.B. destination to the locations listed below, and shall occur within 24 hours of packaging. Delivery of product shall occur within seven (7) days of

5000 West Carefree Highway Phoenix, Arizona 85086 requested delivery date. Submittal of alternate delivery dates and amounts must be approved by AGFD prior to all shipments. The Department anticipates purchasing approximately 500,000 – 1,300,000 fish eggs per year to be purchased in spring, summer, fall and winter. Additional purchases throughout the year may also be made in order to meet the needs of the Department.

The AGFD may refuse eggs that are dead or decaying, or those that were damaged or delayed due to shipping. Eggs shall be shipped in coolers or boxes, covered in cheese cloth or similar material, and covered in ice to maintain a cold environment for shipping. Egg enumeration shall be determined using accepted industry standards such as the Von Bayer count technique and/or volume displacement.

4. LOCATIONS

Locations for delivery may include but are not limited to:

Canyon Creek Hatchery 5301 E. Forest Service Rd 33 Forest Lake, AZ 85931 Trevor Nelson

(928) 535-5475

Tonto Creek Hatchery 3898 North Tonto Creek Rd Bldg. 1, Payson AZ 85541 Bryce Sisson

(928) 478-4200

Sterling Springs Hatchery

13271 North State Route 89A Sedona, AZ 86336 David Fox

(928) 233-5800

5. CERTIFICATION

Disease certification for the eggs and egg source must comply with the intent of the current Arizona Administrative Code, §R12-4-410 (Reference Exhibit I herein). The intent is that the fish on originating station at time of testing is determined to be certified free of the listed pathogens. Testing methods are standards established by the American Fisheries Society Fish Health Section “Bluebook Procedures,” the most current edition. In addition, the AGFD reserves the right to require a Fish Health Inspection Report at any time during the life of this contract, for all deliveries specified herein.

5000 West Carefree Highway Phoenix, Arizona 85086

6. REQUIRED INFORMATION

Offerors shall electronically complete and submit the Required Forms. These Required Forms are located in Arizona Procurement Portal (APP) for this solicitation. Failure to include all of the items may result in a bid being rejected. Offerors may submit additional documents at their discretion. Please do not just upload an attachment with pricing. You must enter at least one price on the items tab in APP in order for your solicitation to be considered for award. Any questions you wish to make to the Procurement officer should be emailed to dbailloux@azgfd.gov .

7. INDEMNIFICATION AND INSURANCE

7.1. Indemnification Clause

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

7.2. Insurance Requirements >50K

7.2.1. Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

mailto:dbailloux@azgfd.gov

5000 West Carefree Highway Phoenix, Arizona 85086

7.2.2. The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

7.2.3. Minimum Scope and Limits of Insurance

Contractor shall provide coverage with limits of liability not less than those stated below.

7.2.3.1. Commercial General Liability (CGL) – Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

• General Aggregate $2,000,000

• Products – Completed Operations Aggregate Occurrence` $1,000,000

• Personal and Advertising Injury Occurrence $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

7.2.3.1.1. The policy shall be endorsed, as required by this written agreement, to include the

State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

7.2.3.1.2. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

7.2.3.2. Business Automobile Liability (Not required if shipping common carrier)

Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract.

• Combined Single Limit (CSL) $1,000,000

7.2.3.2.1. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

7.2.3.2.2. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, 5000 West Carefree Highway Phoenix, Arizona 85086 commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

7.2.3.3. Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

• Employers' Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

7.2.3.4. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

7.2.3.5. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

7.3. Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

7.3.1. The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41- 621 (E).

7.3.2. Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

7.4. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be emailed to dbailloux@azgfd.gov or mailed to: Donna Bailloux, 5000 W. Carefree Highway, Phoenix, AZ 85086.

7.5. Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers.

5000 West Carefree Highway Phoenix, Arizona 85086

Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

7.6. Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract. An authorized representative of the insurer shall sign the certificates.

7.6.1. All such certificates of insurance and policy endorsements must be received by the State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.

7.6.2. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

7.6.3. All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

7.7. Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage.

7.8. Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

7.9. Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

5000 West Carefree Highway Phoenix, Arizona 85086

8. DEFINITION OF KEY WORDS USED IN THE RFQ

8.1. Will, Must, Shall: Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of a proposal as non-responsive.

8.2. Should: Indicates something that is recommended but not mandatory. If the Offeror fails to provide recommended information, the State may, at its sole option, ask the Offeror to provide the information or evaluate the proposal without the information.

8.3. May: Indicates something that is not mandatory but permissible.

FORMAL SOLICITATION

SPECIAL TERMS AND CONDITIONS

Arizona Game and Fish Department Purchasing Office

5000 West Carefree Highway Phoenix, Arizona 85086

FORMAL SOLICITATION SPECIAL TERMS AND CONDITIONS

1. CONTACTS

Offerors should carefully review this solicitation for defects and questionable or objectionable matter.

Comments or questions shall be entered in the “Discussion Forum” tab of the solicitation in Arizona Procurement Portal (APP). As a secondary means of submitting written comments, direct comments to the attention of the Procurement Officer named in Arizona Procurement Portal for this solicitation. Such communication should be sent no less than five (5) business days prior to the solicitation due date and time. Protests based on any omission or error, or on the content of the solicitation, may be disallowed if these faults have not been previously brought to the attention of the AGFD as required herein.

2. SYSTEM FUNCTIONALITY QUESTIONS

Questions regarding the functionality of, or otherwise navigating within the Arizona Procurement Portal system should be directed to the Arizona Procurement Portal Help Desk at app@azdoa.gov or 602-542- 7600.

3. REQUIRED INFORMATION

Offerors shall complete and submit the forms and attachments titled “Required Forms” in Arizona Procurement Portal’s “Attachments” tab for this solicitation. Failure to provide all information requested may result in a bid being rejected. Offerors may submit additional documents at their discretion. Any questions you wish to make to the Procurement officer need to be addressed either in Arizona Procurement Portal’s “Discussion Forum” tab or emailed to the Procurement Officer.

a. REQUIRED FORMS “Required Forms” are located in the “Attachments” tab of Arizona Procurement Portal and must be completed, scanned and uploaded into your Offer in Arizona Procurement Portal.

b. PRICING Complete all information as requested in Arizona Procurement Portal on the items tab.

Additional pricing may also be requested in the “Required Forms” attachment in Arizona Procurement Portal

4. PRE-BID CONFERENCE

A Pre-Bid Conference will not be held.

Arizona Game and Fish Department Purchasing Office

5. ALTERNATE BID

If the bidder submits an alternate bid for an Invitation for Bid (IFB), each alternate bid shall be submitted as a completely separate bid with all documents, signatures and requirements of the solicitation included.

Offerors may submit multiple options in a single document when responding to a Request For Proposal

(RFP).

6. BID SOLICITATION AMENDMENT ACKNOWLEDGEMENT

If the State issues an amendment (i.e., new round), the supplier will be notified via email and will be required to acknowledge receipt of the amendment and re-submit a bid if one was already submitted prior to the amendment. While submitting a response to an amendment, the supplier has the ability to copy forward previous offer responses to streamline the submission process.

Offers (quotes) received without acknowledgment of Amendments through the appropriate function in Arizona Procurement Portal or by including signed copies of all solicitation amendments in the “Attachments” tab of their Offer (quote) may be deemed as non-responsive.

7. EVALUATION

In accordance with the Arizona Procurement Code A.R.S. § 41-2533, Competitive Sealed Bidding, IFB awards shall be made to the lowest responsible and responsive bidder whose bid conforms in all material respects to the requirements and criteria set forth in the solicitation.

In accordance with the Arizona Procurement code A.R.S. § 41-2534, RFP awards shall be made to the responsible Offeror(s) whose proposal is determined in writing to be the most advantageous to the State based upon the evaluation criteria listed in the solicitation Scope of Work.

8. CLARIFICATION OF OFFER

a. The purpose for clarifications is to provide for a greater mutual understanding of the solicitation response.

Clarifications are not negotiable and material changes to the solicitation response shall not be made by clarification.

b. The procurement officer may request clarification from offerors at any time after receipt of solicitation response. Clarifications may be requested orally or in writing. If clarifications are requested orally, the offeror shall confirm the request in writing. A request for clarifications shall not be considered a determination that the offeror is susceptible for award.

9. NON-EXCLUSIVE CONTRACT

The AGFD shall have the right to go outside of the contract to obtain similar goods or services from another source when necessary to meet the requirements of the AGFD.

Arizona Game and Fish Department Purchasing Office

10. ESTIMATED QUANTITIES

The quantities listed in the solicitation are estimates only. Actual quantities purchased may vary from estimates. The State reserves the right to purchase greater or lesser quantities than indicated without penalty.

11. NOT A GUARANTEE OF WORK

The State makes no guarantee as to the amount of work to be assigned to any Contractor and may exercise its option not to utilize the Services requested herein. The State is under no financial obligation to any selected Contractor unless the State issues a purchase order(s) for a specific assignment(s).

12. ADDITIONAL LOCATIONS

The current locations listed in the solicitation may vary. The State and AGFD reserves the right to add future locations as circumstances may require without penalty to fulfill the needs of the Department.

13. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and shall act in an independent capacity in performance under the Contract. Neither party is, or is to be construed as, being the employee or agent of the other party and no action, inaction, event or circumstance will be grounds for deeming it to be so.

14. SUBCONTRACTORS

Offerors may subcontract to third party vendors to meet requirements as set forth in this solicitation.

A third party vendor is defined as being completely owned and operated separately from the Offeror.

If requested in the Scope of Work/Specifications, the Offeror shall provide a list of all subcontractors as an attachment to your offer (quote) in Arizona Procurement Portal. Please provide all information requested on the “Subcontractors” page of the “Required Forms” attachment. Construction services also require the Contractor’s License Number.

Neither this agreement, nor any portion thereof, may be assigned by the Contractor without the written consent of the AGFD first having been obtained.

15. REFERENCES

If requested in the “Required Forms,” the Offeror shall provide a minimum of three (3) references that shall be current and relevant to the intended purpose of the solicitation. Please provide all information requested on the “References” page of the “Required Forms” attachment.

Arizona Game and Fish Department Purchasing Office

16. PRICING

If the solicitation requests pricing, the total purchase price shall include product, tax and other fees associated with the purchase. Pricing is to be submitted as requested in the Arizona Procurement Portal. If in Arizona Procurement Portal the solicitation requests that taxes are to be listed on a separate line, please break out the taxes from your pricing for the requested products or services and list separately as requested. Tax rate may be requested on an attachment in the “Required Forms.” Taxes will not be included in the evaluation for award in accordance with Uniform Instructions to Offerors, Offer Preparation, Identification of Taxes in Offer.

17. TAXES

The AGFD is subject to all applicable state and local transaction privilege taxes. All applicable taxes shall be identified as requested. When applicable, the tax rate and amount shall be identified in your offer in Arizona Procurement Portal. The amount of any applicable transaction privilege or use tax of a political subdivision of this state is not a factor in determining the lowest bidder.

If this is for construction services, the amount of taxes shall be listed on a separate line from the bid amount as indicated on the “Items” tab in Arizona Procurement Portal in compliance with the Uniform Terms and Conditions, Costs and Payments, Payments.

18. INVOICING

The AGFD will not pay for services and/or products in advance. Payments will be made 30 days after completion of services and expenses, as shown by an itemized invoice submitted by the Contractor and approved by the AGFD. Payments will not be authorized if the invoice submitted is incomplete or does not contain the necessary justification documentation needed to properly review. Payment for items not authorized under this contract will be rejected unless authorized AGFD personnel have given prior approval.

19. TRANSPORT AND SHIPPING TERMS

Bid prices shall be F.O.B. Destination for all regularly scheduled deliveries. FREIGHT CHARGES SHALL BE BILLED AT ACTUAL COST. Contractor shall retain title and control of all goods until they are delivered to the Arizona Game and Fish Department and acceptance has been made by a representative of the AGFD. All risks of transportation and all related charges shall be the responsibility of the Contractor. The State will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection.

The Contractor shall be fully responsible for the transport of the equipment to and from AGFD, for installation and for the correction of items of workmanship not in compliance with the specifications.

The Contractor shall be responsible for any loss of, or damage to AGFD property while such property is in the Contractor’s possession and/or subject to the Contractor’s control.

Arizona Game and Fish Department Purchasing Office

20. DELIVERY

Delivery is desired as soon as possible, but no later than 30 (thirty) days after receipt of order unless otherwise indicated in the Scope of Work/Specifications.

Delivery shall be accomplished during normal working hours, Monday thru Friday from 8 a.m. until 5 p.m. AGFD will not accept deliveries on State holidays unless prior arrangements have been made and agreed to by both parties.

21. ACCEPTANCE

Each delivered item shall be subject to a complete inspection by AGFD prior to acceptance. Inspection criteria shall include, but not be limited to, conformity to the specifications, mechanical integrity, quality, workmanship and materials. Thirty calendar days shall be allowed for this process. If delivered equipment is returned to the Contractor prior to acceptance for any reason, additional periods of thirty calendar days shall be allowed for inspection when subsequent deliveries occur.

22. INDEMNIFICATION AND INSURANCE

Indemnification and Insurance requirements will be required as per the Scope of Work/Specifications “Indemnification and Insurance” paragraphs and the Uniform Terms and Conditions, Risk and Liability included herein.

23. POST AWARD CONFERENCE

After award of this solicitation, the Contractor(s) may be required to participate in a post award conference.

24. CONTRACT TERM

The term of any resultant contract shall commence on the date of award and shall continue for one year unless canceled, terminated or extended as otherwise provided herein.

25. CONTRACT EXTENSION

The AGFD reserves the right to unilaterally extend the period of any resultant contract for thirty-one (31) days beyond the stated expiration date. In addition, by mutual written agreement, any resultant contract may be extended for a supplemental period up to a maximum of forty-eight (48) months in 12-month increments.

Arizona Game and Fish Department Purchasing Office

26. PRICE ADJUSTMENT

a. Original Price: The original price shall remain the same for the contract term. AGFD may review a fully documented request for a price increase only on the anniversary or renewal date of the contract, after the contract has been in effect for one year. Increases requested shall be based upon a cost increase to the Contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product/service contractually covered.

b. The request shall be submitted from 90 to 120 days prior to the anniversary or renewal date of the contract and shall be a factor in the extension review process.

c. Failure to submit the request within the stated timeframe and/or failure to supply adequate information with the request may result in the AGFD not considering the request.

d. AGFD, at its sole option, shall determine whether the requested price adjustment or an alternative option is in the best interest of the State. Approval shall be in the form of a contract amendment, and shall become effective on the date specified in the amendment. Upon approval by AGFD, the Contractor shall make available all electronic and hard copy catalog/price list updates at no additional cost.

e. The price adjustment, if approved, will become effective upon the effective date of the contract amendment.

27. PRICE REDUCTION

a. A formal announcement from the manufacturer that the cost of the contract product has been reduced.

b. Documentation (i.e. published cost lists) from the manufacturer showing, to the satisfaction of AGFD, the actual cost reduction.

c. Documentation showing that the published cost reductions have been offered to other distributors.

28. CONTRACT INQUIRY

Following award, the Contractor(s) shall contact the AGFD Purchasing Office assigned buyer for guidance or direction in contract interpretation or questions regarding the terms, conditions or scope of the contract. Questions regarding this scope of contract may be directed to the contract administrator.

29. CONTRACT ADMENDMENTS

The AGFD will reserve the right to modify this contract as circumstances may require without penalty to fulfill the needs of AGFD. The Contractor (s) will be notified prior to any changes in the contract. This Contract is issued under the authority of the Procurement Officer who signed this Contract. Changes will be completed in accordance to the Uniform Terms and Conditions, Contract Changes.

Arizona Game and Fish Department Purchasing Office

30. DISPUTES:

The AGFD and the Contractor shall discuss and attempt to resolve any disputes. Resolution will be pursued per the Uniform Terms and Conditions, Arbitration.

31. LICENSES

Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. The Contractor shall be responsible for ensuring the current license and permit status of subcontractors, if any. Failure of the Contractor to obtain or maintain approved federal, state and local licenses and permits required for the operation of the business and performance of this IFB may be considered a failure to perform to expectations.

32. COMPLIANCE WITH FEDERAL LAWS

If the Specifications indicate this procurement is using Federal funding the following clause is applicable:

The offeror is in compliance with all federal laws, regulations, permits and licenses and shall maintain in current status all federal licenses and permits required for the operation of the business conducted by the Contractor. The Contractor shall be responsible for ensuring compliance with federal laws, regulations, current license and permit status of subcontractors, if any.

33. CIVIL RIGHTS ASSURANCE STATEMENT

The Contractor and Subcontractors are subject to Title VI of the Civil Rights Act of 1964, Section 504 of Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Title IX of the Education Amendment of 1972, and offers all persons the opportunity to participate in programs or activities regardless of race, color, national origin, age, sex, or disability. Further, it is agreed that no individual will be turned away from or otherwise denied access to or benefit from any program or activity that is directly associated with a program of the recipient on the basis of race, color, national origin, age, sex (in educational activities) or disability.

NOTE: An Assurance Statement shall be required to be signed by an individual, private organization, or institution receiving U.S. Fish and Wildlife Service assistance under the following circumstances:

A. If the premises are at any time opened to the public.

B. If Hunter or Aquatic Resource Education, or any other information/education program sponsored by AGFD, is held on private property.

Arizona Game and Fish Department Purchasing Office

34. CIVIL RIGHTS NOTIFICATION

The Arizona Game and Fish Department receives Federal assistance from the U.S. Fish and Wildlife Service, and thus prohibits discrimination on the basis of race, color, religion, national origin, disability, age and sex pursuant to Title VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, Section 504 of the Rehabilitation Act of 1973 and Title II of the Americans with Disabilities Act of 1990. To request an accommodation or informational material in an alternative format or to file a discrimination complaint please contact the Deputy Director’s Office at

(623) 236-7276 or by mail at 5000 West Carefree Highway, Phoenix, AZ 85086. Discrimination complaints can also be filed with the U.S. Fish and Wildlife Service, Office of Diversity and Inclusive Workforce Management, Public Civil Rights Accessibility and Disability Coordinator, 5275 Leesburg Pike, Falls Church, VA 22041. Phone: (703) 358-1724.

35. INCLUSIVE OFFERORS

Offeror(s) are encouraged to make every effort to utilize subcontractors that are small, women-owned and/or minority owned business enterprises. Offerors who are committing a portion of their work to such subcontractors shall do so by identifying the type of service and work to be performed by providing details concerning your organization's utilization of small, women-owned and/or minority business enterprises.

Emphasis should be placed on specific areas that are subcontracted and percentage of contract utilization and how this effort will be administered and managed, including reporting requirements.

36. FEDERAL WHISTLEBLOWER CLAUSE

If the Specifications indicate this procurement is using Federal funding the following clause is applicable:

a. This Contract Award Recipient and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Award Recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub.L.112~239).

b. The Contract Award Recipient shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712.

c. The Contract Award Recipient shall insert the substance of this clause, including this paragraph (c), in all sub-awards or subcontracts over the simplified acquisition threshold [$150,000], 42 CFR § 52.203- 17 (as referenced in 42 CFR § 3.908-9).

FORMAL SOICITATION

Arizona Game and Fish Department Purchasing Office

37. DAVIS BACON FEDERAL REQUIREMENTS

If the Specifications indicate this procurement is using Federal funding the following clause is applicable:

Projects associated with the contracts resulting in this solicitation may be funded in part or in whole with Federal funds entrusted to the AGFD. All contractors and sub-contractors must pay workers the prevailing wages and fringe benefits as determined by the federal government. This provision must be included in all construction contracts and sub-contracts. Projects including Federal funds are subject to all appropriate Federal requirements under Federal laws such as but not limited to the following: the Davis-Bacon Act, as amended (40 U.S.C. 276a-276a-7) and as supplemented by Department of Labor regulations (29 CFR, Part 5) which requires fair wages to be paid to construction workers on any project that is funded in whole or in part with federal dollars; Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by the Department of Labor regulations (29CFR, Part 5) which requires affirmative nondiscrimination against workers and applicants for work on construction projects funded in whole or in part with federal monies; Title VI of the Civil Rights Act of 1964 (PL88-352) and regulations issued pursuant thereto (24 CFR Part 1) on nondiscrimination in Federally assisted programs, the Copeland “Anti-Kick Back” Act (18 U.S.C. 874) which protects workers’ wages on projects funded in whole or in part by federal funds as well as the Immigration Reform and Control Act of 1986, Pub. L. No.

99-603, 100 Stat. 3359 requirements. For more information visit the following link:

http://www.wdol.gov/dba.aspx .

38. PANDEMIC CONTRACTUAL PERFORMANCE

a. The State shall require a written plan that illustrates how the contractor shall perform up to contractual standards in the event of a pandemic. The state may require a copy of the plan at any time prior or post award of a contract. At a minimum, the pandemic performance plan shall include:

a) Key succession and performance planning if there is a sudden significant decrease in contractor's workforce.

b) Alternative methods to ensure there are products in the supply chain.

c) An up to date list of company contacts and organizational chart.

b. In the event of a pandemic, as declared by the Governor of Arizona, U.S. Government or the World Health Organization, which makes performance of any term under this contract impossible or impracticable, the State shall have the following rights:

a) After the official declaration of a pandemic, the State may temporarily void the contract(s) in whole or specific sections if the contractor cannot perform to the standards agreed upon in the initial terms.

b) The State shall not incur any liability if a pandemic is declared and emergency procurements are authorized by the director as per § 41-2537 of the Arizona Procurement Code.

c) Once the pandemic is officially declared over and/or the contractor can demonstrate the ability to perform, the State, at its sole discretion may reinstate the temporarily voided contract(s).

c. The State, at any time, may request to see a copy of the written plan from the contractor. The contactor shall produce the written plan within 72 hours of the request.

http://www.wdol.gov/dba.aspx

UNIFORM TERMS AND CONDITIONS

Definition of Terms

As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer.

1.2. “Contract” means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.3. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.4. “Contractor” means any person who has a Contract with the State.

1.5. “Days” means calendar days unless otherwise specified.

1.6. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation.

1.7. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.8. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.9. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.10. “Services” means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

1.11. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract.

1.12. “State” means the State of Arizona and Department or Agency of the State that executes the Contract.

1.13. “State Fiscal Year” means the period beginning with July 1 and ending June 30.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform

Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits;

2.3.7. Documents referenced or included in the Solicitation.

2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

3.3. Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The State shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State.